Dampskibsselskabet NORDEN A/S

Transcription

1 Announcement no March 2012 Page 1 of 5 Notice is hereby given that the annual general meeting will convene in at 3.00 p.m. on Wednesday 11 April 2012, in the hall "Audience" at Radisson Blu Falconer Hotel & Conference Center, 9, Falkoner Allé, DK-2000 Frederiksberg. After the annual general meeting, a light meal will be served. AGENDA: A. The Board of Directors' report on the Company's activities during the past year. B. Resolution for adoption of audited annual report. C. The Board of Directors' proposal for the distribution of profits according to the adopted annual report The Board of Directors proposes the following distribution of profits: DKK 4 in dividend per share of DKK 1.00, USD'000 29,936* totalling DKK 172,000 thousand Transferred, reserve for net revaluation according to the equity method USD'000 84,370 Retained earnings USD'000-14,792 USD'000 99,514 * at a preliminarily estimated DKK/USD exchange rate of D. Election of members to the Board of Directors. By rotation, Mogens Hugo and Arvid Grundekjøn will retire. The Board of Directors proposes re-election of both. In addition, the Board of Directors proposes new election of Klaus Nyborg.

2 Page 2 of 5 Information on the three candidates as follows: Mogens Hugo, Managing Director, born in 1943, 69 years. Master of Science in Engineering, MBA. Danish citizen. Board member and Chairman of NORDEN since Most recently re-elected for the Company s Board of Directors in Chairman of the audit committee and the remuneration committee. Other directorships: Chairman of Nordea-Fonden, Nordea Bankfonden, Capidea Management ApS, Aagaard-Bræmer Holding A/S, Dan Technologies A/S and GN Store Nord Fondet. Board member of Amminex A/S and Twins ApS. Managing Director of Ejendomsselskabet BROGADE 19 and HUGO INVEST 2 ApS. Motivation: Mogens Hugo is nominated for re-election on account of the following skills of particular relevance to NORDEN: experience in operational and strategic management of several listed international groups, strategic development, financial issues, risk management and shipping knowledge. Arvid Grundekjøn, Mayor, Managing Director, born in 1955, 56 years. Lawyer (Master of Law) and economics graduate. Norwegian citizen. Board member of NORDEN since 2009, member of the audit committee and remuneration committee. Other directorships: Chairman of Norwegian Property ASA, Creati Estate AS and Sigma Fondene AS. Chairman and Managing Director of Cardid AS and Agrundco AS. Member of Citi Bank Nordic Advisory Board. Motivation: Arvid Grundekjøn is nominated for re-election on account of the following skills of particular relevance to NORDEN: general management, strategic and operational management of international shipping groups (particularly Anders Wilhelmsen Gruppen), strategy, financial and legal issues. In addition, please refer to the profiles of Mogens Hugo and Arvid Grundekjøn available in the annual report and on the website. Klaus Nyborg, Managing Director, born in 1963, 48 years. MSc in Business and Business Law and Diploma in Business Administration. Danish citizen. Career: 2009-March 2012: CEO, Pacific Basin Shipping Ltd., Hong Kong : Deputy CEO, Pacific Basin Shipping Ltd., Hong Kong.

3 Page 3 of : CFO and Group Managing Director, A/S Dampskibsselskabet Torm (now: TORM A/S), Copenhagen : CFO and director, Maersk Logistics Int. A/S (now: Damco), Copenhagen : Vice President, Regional CFO (Asia, Oceania and the Middle East), Maersk Sealand (now: Maersk Line), Singapore : General Manager, Regional CFO (Europe and Africa), Maersk Sealand (now: Maersk Line), Copenhagen : Corporate Secretary, General Manager, A.P. Moller-Maersk, Copenhagen : Economist, Finance Department, A. P. Moller-Maersk, Copenhagen : Share trader, Carnegie Bank, Copenhagen. Directorships: Board member of Omni Fondsmæglerselskab A/S. Motivation: Klaus Nyborg is nominated for new election on account of the following skills of particular relevance to NORDEN: experience as an executive in global, listed shipping companies operating in the same markets as NORDEN as well as an international background from 9 years in Asia/China. Klaus Nyborg will promote the Board of Directors competences within dry cargo and product tankers, management, strategy, investment, acquisition and sale, financial issues and risk management. E. Appointment of state authorised public accountant. The Board of Directors proposes that PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab be re-appointed. F. Proposals from the Board of Directors for: Authorisation to the Board of Directors to authorise the Company s acquisition of treasury shares in the period until next year s annual general meeting at a total nominal value not exceeding 10% of the share capital at the market price applicable at the time of acquisition with a deviation of up to 10%. G. Any other business.

4 Page 4 of 5 Size of share capital and voting rights: The Company's share capital is DKK 43,000,000 divided into shares of DKK 1 each. Each share of DKK 1 will carry one vote at the general meeting. Any shareholder is entitled to attend the Company s general meeting if the shareholder has requested an admission card no later than Wednesday 4 April 2012, and if the shareholder has been entered into the Company s register of shareholders on Wednesday 4 April 2012, or has at this time notified and produced evidence of his shareholding to the Company with a view to being entered into the register of shareholders. Any shareholder is entitled to vote at the general meeting if he has received an admission card and if he has been entered as a shareholder into the Company s register of shareholders on Wednesday 4 April 2012, or has at this time notified and produced evidence of his shareholding to the Company with a view to being entered into the register of shareholders. Vote by proxy is possible under a written and dated proxy statement. Majority requirement: Adoption of the proposals mentioned under items B, C, D, E and F of the agenda takes place by simple majority vote. Documents of the general meeting: The following material is available for inspection by the shareholders at the Company's office and will be available on the Company's website as of Monday 19 March (1) the notice, (2) the total number of shares and voting rights on the date of the notice, (3) the documents which are presented at the general meeting, including the audited annual report, (4) the agenda and the complete proposals and (5) the forms which should be used when voting by proxy and voting by mail.

5 Page 5 of 5 Attending the general meeting: Any registered shareholder who has requested this will receive by ordinary mail the agenda including the complete proposals, the registration form for ordering admission card as well as the form for vote by proxy and vote by mail. Orders of admission cards for the general meeting or completed form for proxy statement/vote by mail must be received by Computershare A/S, 418, Kongevejen, DK-2840 Holte, no later than Wednesday 4 April 2012 at p.m. Please note that ordered admission cards will be delivered by post on Saturday 7 April 2012 at the earliest due to the Easter holidays. If you have not received the ordered admission card by post before the general meeting, this can be obtained at the entrance to the general meeting. Admission cards can also be ordered on the Company s website no later than Wednesday 4 April 2012 at p.m. You may grant proxy to third party or to the Chairman of the Board of Directors to vote on your behalf if you are unable to attend the general meeting. Grant of proxy and vote by mail can also be done on the Company's website no later than Wednesday 4 April 2012 at p.m. Questions to the Board of Directors or to the Board of Management will be answered at the general meeting. Kind regards, The Board of Directors Contact at tel : Martin Badsted, Senior Vice President.